


Zoey's Extraordinary Answer

by authorunderthemountain



Category: Zoey's Extraordinary Playlist (TV)
Genre: F/M, Fluff, Slow Burn
Language: English
Status: In-Progress
Published: 2020-04-14
Updated: 2020-08-04
Packaged: 2021-03-02 00:40:10
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 7
Words: 20,862
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23646295
Author URL: https://archiveofourown.org/users/authorunderthemountain/pseuds/authorunderthemountain
Summary: Picks up in 1x09. Instead of the bleh answer TV Zoey gave, fanfic Zoey is a little more honest with Max about what she wants. Fluff ensues!
Relationships: Zoey Clarke/Max Richman
Comments: 48
Kudos: 114





	1. Chapter 1

**Author's Note:**

> I do not own these characters, but boy I wish I do! They wouldn't be doing dumb stuff, if I owned them!

“And what about the Zoey who sang “I’m Yours” to me?” Max asked with raised eyebrows.

He looked so hopeful, it made Zoey’s chest feel tight. Of course, Zoey was excited for Max; this promotion was a huge opportunity. When Joan had made everyone on their team interview for the team lead spot, Max had been nothing but supportive for Zoey.

How could she not show him the same support?

And yet, she knew she’d miss him. He made her days brighter. When no one else in the office was on her side, Max always was. And with movie nights temporarily on hiatus, she’d never see him if he worked on a different floor.

Icey cold dread washed over her with that thought.

But she didn’t feel it was fair to tell him to stay. Not only would it be denying him an amazing career move, it would also be giving him the wrong signals. Zoey wasn’t ready for anything to happen between them. She couldn’t look at his hopeful face anymore.

Looking down at her lap, she sighed before admitting, “She’s… gonna miss sitting across from you every day.”

Looking back up, Zoey realized the pain in Max’s almost smile. Her words were hurting him. Her words always hurt him. And she hated herself for it.

“But,” Zoey continued in an attempt to soothe his hurt, “you are way too important to her. She’d never stop you from going after what you want. Even if-”

Zoey trailed off, glancing down at her lap once more. In an attempt to replace that sad look with his usual carefree smile, she had talked her way into a corner.

“Even if?” Max prompted, his voice almost a whisper.

The space between them was charged. The time for backing out of serious conversations with Max about her emotions had ended when she sang to him. He deserved to hear how the sentence ended. He deserved to hear how she really felt.

She might not be ready to take the leap with him, but Zoey could no longer deny that she had feelings for Max.

Zoey’s eyes flicked upwards to meet Max’s wide, soulful gaze. Hope was back, this time in tenfold. He was leaning forward slightly, hanging on her every word.

She could barely whisper, “Even if she wants nothing more than for you to stay. Here. With her.”

Max rocked backwards on his heels. It reminded Zoey of old Saturday morning cartoons, like she was literally blowing him away with her words. She fought back a smile.

Max, on the other hand, didn’t. He grinned, starring just over her head in thought. After a moment, his hand came up to rub his chin. This time, Zoey couldn’t stop the smile at his goofy, cliché actions.

“Was that the right answer?” Zoey asked, unable to hide the mirth in her voice.

Max looked at her with so much warmth, it made her blush, “Yeah, I guess it kind of was. Well, it at least gave me mine.”

He drummed his fingers lightly on the edge of her desk in lieu of a goodbye and sauntered off towards the elevator.

“Wait, Max,” Zoey called out when he was halfway there. Max turned around with a smile still on his face, walking backwards towards the elevators. She felt silly having to nearly shout across the office, but she needed to know. “What’s your answer?”

Max chuckled and winked at her, but turned around without an answer just as Zoey heard the instrumental of a heart song start up. The notes actually sounded familiar, this time. For probably the first time since she got her powers, Zoey was thankful for them. Maybe this new heart song would help her understand what Max had meant.

Max spun around just as he reached the elevators and began to sing and dance.

_I used to think maybe you loved me, now baby I’m sure._   
_And I just can't wait till the day when you knock on my door_   
_Now every time I go for the mailbox, gotta hold myself down_   
_'Cause I just can't wait 'til you write me you're coming around_

Max charged straight towards her, spinning her in her chair before running to the middle of the desks. Zoey smiled- at the warmth of the song, at his joy, at his beautiful voice, at his entertaining choreography. She felt happier than she had since her dad was diagnosed.

Just as the chorus started up, the other brogrammers joined in the dancing.

_I'm walking on sunshine (Woahhh!)_   
_I'm walking on sunshine (Woahhh!)_   
_I'm walking on sunshine (Woahhh!)_   
_And don't it feel good_   
_Hey, alright now_   
_And don't it feel good, hey_

The brogrammers created a swaying semicircle behind Max as he continued the song alone. He stood right in front of Zoey, starring at her with so much love. She couldn’t look away and felt herself swaying along to the song with the brogrammers.

_I used to think maybe you loved me, now I know that it's true_   
_And I don't want to spend my whole life, just waiting for you_   
_Now I don't want you back for the weekend_   
_Not back for a day, no no no_   
_I said baby I just want you back_   
_And I want you to stay (Oh yeah now!)_

Zoey felt a slight pain. For the first time, she really thought about what her indecision could lead to. Would Max grow tired of waiting for her and decide to completely cut her out of his life in an attempt to move on from her?

Lost in her thought, she hadn’t realized Max was approaching her until he grabbed her hand. He pulled her up and danced around her as he sang the chorus with the brogrammers joining in once more.

_I'm walking on sunshine (Woahhh!)_   
_I'm walking on sunshine (Woahhh!)_   
_I'm walking on sunshine (Woahhh!)_   
_And don't it feel good_   
_Hey, alright now_

Spinning her in a circle, Max lightly pushed Zoey back into her chair and danced his way back towards the elevator.

_And don't it feel good (Yeah!)_   
_And don't it feel good_   
_Walking on sunshine_   
_Walking on sunshine_

Zoey blinked and the moment was over. The brogrammers milled around, headed back towards the desk unaware of the reason they were all congregated in the middle of their desks. The elevator doors closed on a still smiling Max.

Zoey spun back towards her desk and lowered her head into her hands with a groan. Everything was so much more complicated now with these powers. That song hadn’t even helped her figure out what Max was going to tell Ava. All it did was confirm what she feared, she was still giving Max mixed signals.

Why couldn’t the songs ever help her figure out her own heart?

In the back of her head a little voice- who suspiciously sounded a little bit like Mo- told her that the songs had given her insight into her own heart. She had sung “I’m Yours” to Max. That was telling of her feelings towards him.

Then why had she also sung to Simon? Zoey groaned again lifting her head to stare mindlessly at her screen.

She had gone around in circles like this for weeks.

In the end, it didn’t matter. Zoey had talked to Simon to clear things- that wasn’t even an option to consider anymore. Not that it had ever really been; Simon was engaged and totally off limits.

She had sung a love song to Max, not Simon.

And no matter what she sang or felt, Zoey knew she was not ready for a relationship right now. Things with her dad were too fragile to be getting into anything romantically speaking. She spent almost all of her free time at her parents’ house these days and she needed to be available at the drop of a hat, just in case anything happened.

Max would understand that.

Zoey shook that traitorous thought away and made herself focus on the code in front of her. She pulled her headphones back on from around her neck, the podcast still playing from when she had hastily tugged the headphones off to talk to Max.

Max knew about her dad’s condition- knew and admired her dad. He would spend his free time at her parents’ house, too. He already had, multiple times.

Zoey pinched the bridge of her nose and focused on her breathing. These thoughts would get her nowhere. She couldn’t risk her friendship with Max and that was the end of it.

She turned back to the code, determined to get some work done. After about 10 minutes of scanning the same 3 lines of code for errors, because she kept getting distracted with thoughts of Max and wondering what he was saying to Ava, Zoey decided to take a snack break.

Zoey stood by the cereal bar, empty bowl in one hand and a spoon held in the other, pressed to her pursued lips. Her foot tapped out the beat of Walking on Sunshine as she surveyed her options. Truthfully, she was having a hard time focusing on even this mundane task while she had no idea what was happening with Max up on the 6th floor.

“You’ve been starring at the cereal for almost 5 minutes,” Max’s voice behind her made Zoey jump. The bowl nearly flew from her hands.

She whirled around to find Max leaning casually on the stair railing, right where he had ended his first musical number in which he had revealed that he loved her. Zoey shook her head in an attempt to push that memory aside.

“You scared me,” Zoey’s voice was breathy, as the hand with the spoon came to rest on her chest. “Wait… how long have you been there?”

Max only smiled at her question and walked towards her. He stopped beside her, but faced the cereal bar.

“Hmm, what to do, what to do,” Max murmured contemplatively, as he eyed the cereal option.

Zoey turned to do the same, resuming her earlier position. The air around him hummed and out of the corner of her eye she could see him rocking up onto his toes every few seconds. Obviously, neither one of them was focused on the cereal.

Her heart felt heavy. Max was nearly bursting with uncontained joy. He must’ve taken the job. There was a part of Zoey that was genuinely happy for him, so she couldn’t be faking it when she congratulated him on the news. Well, she would be partially faking it. Work just wouldn’t be the same without him to brain storm with or tell bad jokes to or make funny faces at, just to break the monotony of starring at code all day.

Zoey took a big breath and then turned to Max with the biggest smile she could. “I’m really happy for you, Max. You are such an amazing person and dedicated coder; you deserved something amazing like this. Just promise me one thing, will you?”

Max was looking at her with furrowed eyebrows, but when she asked that question they raised out of curiosity. “Anything, Zo, you know that,” he said softly.

Zoey had to look away. She didn’t know how to look at him when he spoke to her so tenderly like that. It made her heart race and her palms feel clammy.

“Promise me we’ll either reinstate movie night or… or make a new thing,” Zoey scrambled for the right words. “Like maybe we could make lunch our new thing. Not that you have to get lunch with me every day, because that’s crazy and you might make new friends that you want to go to lunch with. But maybe like once or twice a week. I just don’t want you moving to the sixth floor to mean that we never see each other anymore.”

Zoey’s voice trailed off at the end of her little speech. Her cheeks were warm with blush. She felt like she revealed way too much with that declaration. The last thing Zoey Clarke was good at was being vulnerable.

“Zo,” Max said in a low voice. Zoey felt her heart clench for two very opposite reasons; the way he said her name, and the way it felt like an admonishment. Like he was about to tell her he wanted space from her. “I didn’t take the promotion.”

Zoey’s head snapped up and she met his gaze. “Wait, what? Max-”

Max shook his head and cut her off, “No, Zoey. Don’t give me some lecture on how I should have taken the job and it’s a great career opportunity. You have to know by now that you are way more important to me than a job.”

Zoey stood there in shocked silence. She searched his face, as if trying to find some sort of explanation there. All she saw was love and determination. Zoey didn’t know how she felt about this new development, but she did know that the way he was gazing into her eyes was making her feel light headed.

Zoey set her bowl and spoon back on the cereal bar and turned around to face Max. She leaned backwards onto the cereal bar to steady herself and crossed her arms.

“Okay,” Zoey started, but didn’t know how to continue. They stood in silence for a few minutes, before Zoey thought to amend, “Okay, that was a lame response. I have more to say than an indifferent ‘okay,’ but I just don’t know how to say it. I think I’m relieved?”

The last sentence came out a little higher than the rest, forming a question more than a statement. Max responded with his lopsided smile. Zoey’s heart panged, oh how she’d missed that smile. It had been a few days since she had last seen his genuine smile and now she’d earned three of them in less than an hour.

“It’s okay if you don’t know how you feel yet, Zo,” Max reached out to brush an errant curl back behind her ear. His touch lingered on her cheek and she felt hot from head to toe. He winked at her as that lopsided smile grew, but pulled his hand away. “I know how I feel and it’s strong enough to give you all the time you need.”

Zoey stayed where she was, long after Max retreated back to his desk.

* * *

Thanks for reading! Let me know what you think!!  
  
Also, what the heck is up with having to wait TWO WEEKS for episode 10??


	2. Chapter 2

“I’m sorry, ZoZo, but if you don’t snatch this heavenly boy up, I might just give him a whirl,” Mo responded with his usual flair.

As soon as Zoey got home, she went straight to Mo’s to tell him what had happened with Max that day. She hadn’t even gone to her own home to change or set her purse down, just numbly walked in Mo’s front door and sat down to dish the tea.

“He’s… really something,” Zoey mumbled, starring at her wine glass as she swirled the red liquid in circles.

“If by something you mean the perfect man, then yes, he really is,” Mo said with a pointed look.

Zoey gulped the rest of her wine and set the empty glass down on the coffee table. She pulled her knee up to rest her chin on. Ever since she was young, Zoey had coped with stressful situations or uncertainty by curling in on herself. It made her feel more in control.

Zoey leaned her temple on her knee so she could look over at Mo. “Do you think I’m crazy for not wanting to rush into things with Max?”

“First of all, I don’t think five years later is rushing into things,” Mo said with all the attitude he could muster. Zoey winced, but knew her newest, yet, closest friend was right. In a softer voice, Mo said, “But to answer your question, I don’t think listening to what your heart or your mind is telling you to do is crazy. If you need the emotional distance from Max to be emotionally or mentally healthy, then that’s what you need. End of story. Ain’t nothing wrong with a little self-love, honey.”

Zoey smiled weakly. Was that why she was keeping Max at arm’s length? She didn’t feel emotionally or mentally healthy; she felt like she was losing it.

“Thank you, Mo,” Zoey sighed, pushing herself to her feet. As she grabbed her purse and coat to leave, she admitted, “Sometimes, I think I’m crazy for it.”

Mo chuckled, but thankfully didn’t pursue that train of thought. He tended to read Zoey’s mind and tell her exactly what she didn’t want to hear. There had been a few times that Zoey wondered if he had some super power that let him hear her thoughts, too.

Back in her own apartment, Zoey ditched her purse on the floor next to the door and headed straight to the bathroom. She needed a long, hot shower. The muscles in her neck were sore, which tended to happen towards the end of the week from craning them in awkward angles to look at code all day.

Turning on the hot water, Zoey thought about heading back to the front to grab her phone out of her purse. She usually listened to podcasts during long showers to help keep her mind blank. With everything that had happened today, Zoey’s natural instinct was to block it out and distract herself from thinking about it. But, she knew she couldn’t keep doing that. She couldn’t keep doing that to Max. She needed to really think about what had happened today so she could tell him her honest thoughts about it.

Zoey undressed and stepped into the water. She tilted her head forward so the water could massage the taut muscles in her neck and shoulders.

Mo was right. The way that Max loved her was what every girl dreamed of. It was sacrificial and it was powerful and it was understanding and it was effortless. She had never felt so priceless to anyone as she did with him and that was saying something, considering how loving her parents were.

They showered her with unconditional love and support in everything she did. But at the end of the day, her mom was her dad’s person and her dad was her mom’s person. They were each other’s end-all-be-all.

She was Max’s end-all-be-all.

The fact that she knew that spoke volumes of his love for her. How he made it so very known to her just how much he loved her.

Zoey began her shower routine as she replayed the conversations she had with Max earlier today. When she had told them to Mo, they had been met with squeals and clapping. Now in the solitary sanctuary of her shower, Zoey could really let herself think about how she felt.

There was quite a bit of guilt. Max had turned down a huge promotion for her. What if he gets tired of waiting for her before she’s ready for them to be something? Would he resent her for keeping him from the job?

She couldn’t be sure either way. Max wasn’t a resentful kind of guy. Besides, his declaration that his feelings for her were strong enough to give her time seemed very persuasive. In fact, she realized she actually believed him. Zoey had a hard time believing in people or love, but she _believed_ Max. That his love was strong enough to last.

And she’d be lying if she said that she didn’t swoon a little each time she thought of that declaration. There was no denying that she felt something for him when his words had such an effect on her.

By the time Zoey was out of the shower, she had a general outline of how she felt. Capitalizing on her forward momentum, Zoey decided to stall changing into pajamas so she could write down her thoughts before she lost clarity.

That’s how she found herself sitting on the bed wrapped in a towel, her wet hair clinging to her bare shoulders, as she scribbled on a notepad. Before she could talk herself out of it- and consequently regret it- she fetched her phone from her purse, returned to the bed, and called Max. Telling him over the phone would give them both time to process their emotions without being in a public place at work.

The phone rang loudly in her ear and Zoey nervously glanced over her little speech. It was more a collection of thoughts that she wanted to address, than an actual speech, but having them written down made her feel better.

The phone rang again, but was cut off by Max answering. “Hey, Zo,” he sounded surprised and she could hear the smile in his voice.

“Hi, Max,” Zoey breathed out. “I, um, was just calling to say, um, hi. So…”

Zoey ran a hand over her face, feeling like a total idiot. She had talked to Max on the phone or on FaceTime a million times. He was her best friend! Why was she being so awkward?

Because it was different now. Now everything felt like it had a second layer to it, a double meaning.

“Okay,” Max chuckled. “Well, mission accomplished. You know, I was just thinking of calling you to say hi. Two birds with one stone.”

Zoey laughed at his dumb joke. He always knew how to lighten the conversation and cheer her up.

“Well,” Zoey said, lightly tracing the edge of her notepad with her thumb. “There was one other reason that I called.”

“Ah,” Max said, pretending to be surprised. “Three birds, then.”

Zoey rolled her eyes and groaned, but could hear the smile in her own voice as she said, “This is why I’m the funny one.”

She heard Max laugh his hearty laugh, but he didn’t respond. Obviously, he was waiting for her to get to the real reason why she had called him.

“Earlier, I told you I didn’t know how I felt, yet,” Zoey started, her voice wavering slightly. She cleared her throat to continue, “But, I’m ready to tell you now.”

“Oh,” Max said softly. “Okay, sure, Zo.”

“You know that I’m not… well, I’m not the best at expressing my emotions,” Zoey rushed through the last word as if it was dangerous. She took a deep breath to steady herself. “I wrote down some of my thoughts so that I could remember them all. I guess what I’m trying to say is, bear with me here. I don’t do eloquent in-the-moment speeches that sound like rehearsed poetry, like you do.”

Max hummed an approving sound. It made Zoey blush.

“Okay, here goes,” Zoey muttered mostly to herself. “When you first told me that you hadn’t taken the offer I felt really guilty. Like I was keeping you from this really awesome promotion. I need you to know, Max, that when I told you that-that I… when I said the Zoey who sang you “I’m Yours” wanted you to stay, I didn’t expect you to. That isn’t the reason why I told you that. I would never ask you to choose me over the promotion. You know that, right, Max?”

“That’s exactly why I stayed,” Max insisted.

Zoey shook her head unable to form words, but of course he couldn’t see it.

“Zoey,” Max started when she didn’t say anything after a moment. “You care about me so much that you were willing to lose having me around, so that I could have what you thought I wanted. You put my desires before your own. That’s love. And I don’t need you to say it or agree to try this whole dating thing; it’s enough for me to know it. To see your love in your actions, even if you don’t realize it. If I can’t be with you yet, I want to be near you, as much as I can. Plus, you’d miss me secretly serenading you.”

There were tears in Zoey’s eyes, but she laughed at his light-hearted joke. It was exactly what she needed to not feel pressured into responding to something she wasn’t comfortable talking about, yet. She was so grateful to him that he was always so aware of what she needed.

“Well, after the guilt,” Zoey continued, as if he hadn’t said anything. She had filed away his words, so she could analyze them later, but right now she had a list of thoughts to get through. One emotional conversation at a time! “I think I realized that it wasn’t my fault. That you had made the decision on your own. Mostly I felt relieved that you weren’t leaving. I spent the entire time you were upstairs starring at code and wishing I was a fly on the wall on the 6th floor. It was killing me not knowing what you had decided. I honestly don’t know what I would do without you.”

Zoey felt tears start to prick at the corner of her eyes again. She cleared her throat, desperate not to give into the emotions welling in her throat. For a moment, there was silence.

When she spoke again, her voice was thick with emotion, “For the longest time, you were the only one at SPRQPoint who would talk to me. I don’t think I would have lasted this long if I didn’t have you. Even now, the truce I’ve built with some of the brogrammers is very fragile. You’re my rock, you get me through each day without completely going insane. And- and…”

Zoey had to stop a moment to collect herself. A single tear streaked down her cheek and she roughly swiped at it.

“It’s okay, Zo,” Max’s voice was soft. She closed her eyes and focused on him, instead of what she was feeling. “Take your time. I’m here and I’m listening. This is a judgement-free zone.”

Zoey’s heavy breathing slowly began to even out.

“I felt relieved,” Zoey reiterated to find her spot in her explanation. “And I felt so totally and completely and wholly loved. And utterly priceless. I felt so…so-”

“Precious,” Max filled in for her.

Zoey’s breath caught and her cheeks warmed. “Yeah,” she breathed.

They were both quiet for a moment. Zoey scanned her list, there was only one thing left.

“You know that I have a hard time believing people’s good intentions- a hard time trusting,” Zoey’s heart raced.

“Yeah, I can think of a few examples of that,” Max chuckled.

Normally, Zoey would have laughed, too. As her best friend of 5 years, Max had witnessed a few of Zoey’s messy break-ups. She knew things always ended because she was untrusting, especially of love; he did, too, though he was too kind to say so. Her mom said it was just because she was so analytical, that she needed to stop thinking with her mind so much and start listening to her heart.

“When you said that your, um,” Zoey cleared her throat, feeling very awkward. “Your feelings were strong enough to, uh, wait for me… I believe you, Max.”

Max was silent on the other end of the phone.

“I don’t know why I didn’t realize it until you sang to me, but I see now all the different ways that you’ve shown me you love me,” Zoey pushed through, abandoning the notepad to speak from the heart. “I believe you and I believe in it. Your love, I mean.”

Zoey waited for a response, but Max remained quiet. She even pulled the phone away to make sure the call hadn’t disconnected, but it was still going.

“Max?” Zoey whispered after a while.

“Yeah,” he said a little breathy. “Yeah, sorry. I’m here, Zo. Just processing, I guess.”

“Do you want a few hours so you can write a list?” Zoey tried to lighten the mood.

She was granted a soft chuckle and smiled at her success.

“No, I know what I want to say,” he responded. Zoey’s heart raced. “Thank you, Zoey. I know you can’t give me much, right now, and that’s totally understandable. But giving me your trust, that’s- I mean, wow. That’s big. Thank you. I won’t let you down, Zo.”

Zoey smiled, the tears prickling at the edge of her eyes again at the emotion in his voice.

“You never have, Max.”

**Notes for the Chapter:**

> I'm sorry if this is a little unbelievable. I'm trying to write the characters as true to canon as possible, so it sounds legit. Buuuuuuut, Zoey never really gets very real about her emotions. Especially not with Max. So it's hard to write her as vulnerable.


	3. Chapter 3

The next morning, Zoey fiddled anxiously with the strap of her purse in the elevator. The phone call with Max had ended on a good note. It hadn’t been awkward like she had anticiapted, so why did she feel so awkward now.

She had a sudden flashback to middle school. Zoey had liked a boy named Adam and after a few months of stolen glances across the classroom, she wrote him a note and left it in his locker. Her anxiety was sky-high on the way to their shared class the next day.

She felt the same tremor of nerves now. Inwardly, she berated herself for acting like a child. Her and Max were mature adults who had expressed emotions for each other, but had decided on staying friends for now. What was awkward about that?

Zoey cringed.

When the elevator opened, Zoey was simultaneously relieved and disappointed when she saw Max’s seat was empty. After all, she had left earlier than usual this morning in an attempt to get here before him. As she approached her desk, though, she realized his computer was on. He was here, somewhere in the building.

“Good morning!” Max sang out from behind her, making her jump. He rounded her desk to stand in front of her and set a cup of coffee down, grinning at her. He held a second cup in his hand.

“Max,” she said in surprise. It had been weeks since they had gone to get coffee together; maybe this was a sign that they were headed back in the right direction. She smiled at him as she sat down at her desk, “Thank you.”

She reached out for the coffee and took a sip, burning the tip of her tongue. Her smile didn’t falter, though; Max had remembered her order.

“You’re in a good mood today,” she remarked from behind the brim of her coffee. It had been gloomy outside this morning and the heat of the cup warmed up her hands nicely.

“It’s a beautiful day, Zo,” Max announced, gesturing to nothing. Or maybe everything.

Zoey’s eyes shifted suspiciously. “It’s dark and cloudy. Did you hit your head or something?”

Max laughed light-heartedly and walked back to his desk without an answer. Zoey watched him click away at his keyboard with energy. There was a small smile on his face and his head bobbed every now and then, like he was listening to music without headphones.

After a few minutes of watching his antics for some explanation, Zoey couldn’t help but smile, too. The man’s energy was infectious. Shaking her head, Zoey turned her attention to work.

Around the time that Zoey usually arrived at work, she heard the faint chords of a heart song starting up. She looked over at Max, but realized it was coming from behind her. Zoey turned to see Simon walking out of his office. She stayed where she was, as Simon and Jessica sang out their break-up.

When it ended, she felt like she couldn’t breathe. Zoey turned back around to face her desk, not wanting Simon or Jessica to see her watching now that the heart song was over. Her heart felt like it was thrumming beneath paper-thin skin and she felt light-hearted.

“Zoey?” Max called out in concern from his desk.

She looked up at him, but couldn’t pull herself together before meeting his eyes. Max saw the distress on her face and quickly walked over to her desk.

Kneeling beside her chair, Max lowered his voice, “What’s wrong, Zo? What can I do?”

Zoey starred into his eyes, unable to speak. She felt like she was falling into him, but in a comforting way. Like falling onto a comfy bed after a long day.

She shook her head and stood. Max rose with her. Zoey looked over towards the elevators, just as they closed on Simon and Jessica. With the coast clear, she grabbed Max’s wrist and pulled him to the meditation room, wordlessly.

“I just heard another heart song,” Zoey admitted, once the door was closed. She lowered herself against the wall until she sat with her knees pulled up to her chin.

Max sat down next to her on the wall, his legs stretched out before him. She leaned her temple to rest on her knee so she could look at him. Just like at Mo’s house, she felt the need to curl in on herself- to protect herself from the onslaught of guilt she was hurling at herself.

“It was Simon and Jessica,” Zoey told him. She saw his face fall.

With a sigh, Max guessed, “You’re not over him.”

“No,” Zoey breathed, lifting her head just to shake it emphatically. She laughed airily, “No, it’s not that at all. I talked to Simon about… things just yesterday. It’s not an issue anymore. I have no… romantic… emotions towards him.”

They both cringed at the awkward way she avoided talking about the physical attraction she felt for Simon.

“The song they sang, was heartbreaking,” Zoey continued, trying to brush past the awkward moment. “They called off their engagement. I’m pretty sure they just broke up, if that was anything to go off of.”

Max’s head snapped up. He scanned her face with puppy dog eyes and Zoey felt annoyed enough to stick her tongue out at him.

“It’s not that, Max,” she insisted, again. “I just… I feel guilty. I guess I can’t say for certain that it was my fault, or anything, but… what if it was, Max? What if I ruined their relationship?”

Zoey hid her face from her, resting her forehead on her knees and hugging her torso. She didn’t want him to see her cry, not over Simon- even if it wasn’t really _over_ Simon. She just felt terrible. What kind of a person was she? A homewrecker?

“Hey,” Max said softly, one hand resting lightly on her back. His thumb rubbed soothing circles just below her neck, which set her skin on fire. “Hey, now, Zo. They are two mature adults who are capable of ruining their own relationship without any help from you.”

At his words, Zoey’s breath hitched in a ragged way that betrayed her.

“Zoey,” Max said her name like a plea. The hand on her back slid to her far shoulder and then he was pulling her into him.

“I’m a terrible person,” Zoey whispered, turning to hide her face in his chest. His arms encircled her, one hand rubbing up and down the length of her arm soothingly. She scooted closer to him, desperate for the comfort his presence brought her.

“You, Zoey Clarke, are _not_ a terrible person,” Max stated vehemently. Then his voice softened, “You said he came to your apartment uninvited and unannounced, right? You didn’t seduce this guy away from his fiancé, Zo. He was unhappy, one way or another, and readily ran to you. That has nothing to do with your feelings for him and everything to do with how Simon handled a broken relationship. Instead of trying to fix it, he looked for what he needed outside of his relationship.”

Zoey felt another pang of guilt, but this time about Max. He loved her and here he was comforting her about a different man. She didn’t deserve Max.

After a few moments of silence- except her sniffling- she calmed down. There was a certain truth in Max’s words. Mo had initially thought Simon was playing Zoey; maybe there was some truth in that, too. Not that he was a bad guy, but that he wasn’t committed to Jessica the way an engaged guy should be.

The way Max was committed to Zoey.

Zoey lifted her head to look at Max. She knew she was a mess, that her mascara was probably smeared under her eyes. And yet, he looked at her like she was the sun. There was so much concern and understanding in his eyes.

They looked at each other for a few moments, mouths inches apart. Zoey was suddenly very aware of the shape of his lips. His breath smelled like that Spearmint gum he was always chewing. She wanted to taste it.

Zoey quickly retreated, pulling away from him. She was blushing furiously at that errant thought. Max chuckled nervously and she looked over to see him blushing, too, but with a mega-watt smile.

“Thank you, Max,” Zoey said, running her fingers under her eyes in an attempt to clean herself up. “I guess you’re right. It’s not like I held a gun to his head and said leave your fiancé for me or else.”

They both chuckled awkwardly at her attempt to lighten the mood.

“You are a good person, Zoey Clarke,” Max insisted, then casually licked his thumb and rubbed away what she assumed was a mascara streak on her cheek.

Zoey blushed again, but she wasn’t sure if it was his words, the tone he used when he said her full name, or the intimacy of his action. Lately, she felt like she was constantly blushing at Max Richman and all things concerning Max Richman.

“I must be doing something right to have you tricked into thinking so,” Zoey joked as she nudged his arm playfully.

He smiled, but raised his eyebrows meaningfully. Her self-deprecation wasn’t going to keep him from insisting on her good qualities. That made her smile, as she stood up.

“Really, Max,” Zoey insisted as he stood, as well. “Thank you. You’re way too good to me and I don’t deserve it.”

Max shook his head and reached out to skim his fingers across her cheek. She closed her eyes, registering nothing but his lingering touch on her skin. Her heart raced. When he pulled his hand away, Zoey opened her eyes to find him gazing at her in that meaningful way he did.

“That’s just not true, Zo,” Max whispered, his eyes full of love.

Tears stung the back of Zoey’s eyes and she had to look down. In an uncharacteristic move, she stepped forward, wrapping her arms around Max’s torso. His arms folded around her, returning the hug without hesitation.

It had been a while since she had been in Max’s warm embrace. He was without a doubt, the best hugger she knew. Zoey was not big on hugs that weren’t from her family, but a Max hug was different. It made her feel safe.

* * *

Max relished the feel of her in his arms. It had been months now, since he last got to hold her like this. Like he always did, he marveled at the way she fit perfectly in his arms.

And like it always did, it ended much too early for his liking. Zoey stepped back from him and he noticed the nervous way she swung her arms in front of her to latch her fingers together. Everything she did was either adorable, beautiful, or a combination of both. It drove him mad.

Max smiled loosely her, feeling lighter now that she wasn’t crying anymore.

“Well,” Zoey said, tucking a strand of hair behind her ear. She gestured wildly at her face, “I should go get cleaned up.”

He merely hummed in response, holding back his comment that she was always beautiful. The longer Zoey knew about his love for her, the harder it was to keep his pining thoughts in check.

She walked towards the door and shot him one last look over her shoulder before she left. He saw that tantalizing blush bloom in her cheeks when she saw he was watching her leave.

Max shook his head as the door closed behind her. That woman would be the death of him.

The next few hours was fairly uneventful. Max glanced up at Zoey as frequently as he always did, but he noticed that she caught him much more often than usual. Actually, it was more like he was catching her. Usually, she was so wrapped up in her work that he could steal secret glances over to see her face scrunched up adorably in concentration.

Today, though, he realized that he kept looking over just to find that she was already looking at him. Max’s heart raced. Could that mean-

 _No_ , he had to tell himself. _Don’t get your hopes up. You know where she stands, she’s been honest with you about not being ready to take it to the next level._

He was more than willing to give her all the time that she needed; that hadn’t been a lie. There wasn’t anything Max wouldn’t do for Zoey. Giving her time would definitely be hard, but it didn’t change anything about the way he felt for her. If anything, it made him love her more.

He admired the love she had for her father and understood that she wanted time to be with him right now. Max would gladly spend all of his time with the both of them; he liked Mitch. But he also understood that Zoey wanted time alone with her father.

He might disagree with when she said dating Max meant she could lose him, but he would be lying if he said he didn’t love that he was that important to her. He remembered their conversation from last night when Zoey had called him her rock.

Max smiled at the memory and looked over at Zoey from his desk. Their eyes met and she quickly ducked her head behind her monitor. He couldn’t help the soft chuckle that escaped him. In response, she lifted her head just enough for her eyes to appear over her computer and lifted one delicate eyebrow at him challengingly.

Oh, how he loved her.

“Hey, Zoey,” Simon’s voice interrupted their moment. Max frowned as Simon approached Zoey’s desk and she turned to face him. “Can I talk to you for a minute?"

Glancing back over at Max, Zoey gave him a wide-eyed panicked look before turning her attention back to Simon.

“Yeah, sure,” she said in that high-pitch way that betrayed her nerves. At least, it did to Max who knew her so well. She pushed her chair back and stood, “Totally. We can totally talk.”

Max didn’t like this. It wasn’t that he was jealous of Simon- although, admittedly he was a little bit jealous. But what he didn’t like was Simon playing with Zoey’s heart like this. And he didn’t like that she was uncomfortable.

He watched them walk towards Simon’s office. Right before they turned the corner, Zoey turned to look back at Max. She looked so helpless, like this was the absolute last thing she wanted to do.

Max decided if the conversation lasted longer than 10 minutes, he was going in there to save Zoey.

**Notes for the Chapter:**

> Max's POV! Let me know what y'all think! Want more of his POV or do you not like the switching back and forth?


	4. Chapter 4

Max sat at his desk, anxiously bouncing his knee. Zoey had been in Simon’s office for 8 minutes, now. The closer it got to the 10-minute mark he had set for himself, the harder it was for him to stay in his seat.

And yet, the closer it got, the more he tried to reason with himself not to go in there.

What kind of an impression would that give Zoey? Sure, he could come up with a good excuse to fool Simon, but Zoey would see right through it when there was no follow through. He couldn’t lie and say Joan wanted to see her or there was a crisis they needed her for, because as soon as they left Simon’s office and Joan didn’t want to see her or there wasn’t a crisis, she would realize he had lied.

He didn’t want her to think he was smothering her when she said she needed time. They weren’t an item and even if they were, Max wasn’t under the impression that a relationship meant controlling who your loved one spoke to. Zoey was a grown woman, if she didn’t want to talk to Simon she would have found an excuse. If she gets uncomfortable in there, she’ll find a reason to leave.

Max ran his hand through his hair.

That was the other problem. What if she _wanted_ to talk to Simon? He was single now. Maybe she had just being trying to spare Max’s feelings in the meditation room when she said she didn’t have any feelings for Simon. And maybe the helpless look on her face had nothing to do with Simon and everything to do with her lovesick best friend who she didn’t want to hurt again.

Maybe, maybe, maybe.

Max couldn’t take it anymore. He grabbed his coat and headed towards the elevators. It was about an hour until lunch, but he could make a quick coffee run. Though, coffee was the last thing his jittery nerves needed, as he bounced on his toes in his anxious state.

Right as the elevator door opened, Max changed his mind. What if Zoey came out of Simon’s office needing him again? He couldn’t let her down. Especially after promising not to just last night.

Max spun on his heel, hearing scoffs of annoyance from the people in the elevator. He tried to walk slowly over to his desk to burn time, but he was there in a matter of moments. Max took his time draping his coat over the back of his chair, not wanting to sit back down. He suddenly wondered if this was the feeling Zoey had said she’d felt when he was on the 6th floor; the helpless waiting and uncertainty. 

“Hey man, you gonna sit?” Tobin called out. “I mean, not that it matters to me, but it’s getting a little creepy the way you’re just standing there petting your chair.”

Max realized one of his hands was smoothing his coat over the back of his chair repeatedly.

Grumbling, he roughly pulled his chair out and took a seat. Tobin muttered something behind him, but Max didn’t care enough to know what it was. This was _torture._

Him and Zoey had made great progress in the past 24-hours. Not only did he feel hopeful again about actually getting to be with her in the future, but he felt like he had his best friend back. He had wasted the past few weeks being angry at her for something so stupid.

Yeah, she kept a big secret from him, but he kept his feelings for her a secret, too. And sure, it felt unfair that she knew his secret while he didn’t know hers, but it wasn’t her fault that she got these powers. He didn’t know that he would’ve done anything different if he was in her shoes.

Well, except for the Autumn thing. But in her defense, she thought it would solve his heart song, which was what she believed she had to do with her powers.

Max groaned and cast another longing glance towards Simon’s office.

“You,” Joan barked out, startling him. Max looked up to see her pointing at him from the doorway to her office. When he pointed at himself questioningly, she rolled her eyes in response. Jabbing her thumb backwards towards her office, she said, “In here. Now.”

The brogrammers sniggered and whispered around him. For all their bravado and seriously antiquated complaints of having a woman for a boss, they were all terrified of Joan. A few of them whispered apologies or offers of good luck as Max stood to walk into Joan’s office.

“Take a seat,” Joan said, not bothering to spare him a glance as he entered the room. Her eyes were fixed on the computer screen in front of her.

Max sat rather delicately on the edge of the seat. His mind raced with worry. Was Joan angry that he had been offered a promotion? Did she know yet that he had turned it down? What could he have done to gain her attention- and more importantly, was it positive attention or negative attention?

After a few moments of awkward silence, Joan fixed him with an icy stare. “You’ve been off today, Max. What’s up?”

“What’s up?” Max repeatedly nervously. “I- uh, nothing’s up, Joan. What’s up with you?”

She huffed out a sigh and, with closed eyes, rubbed her temples. It was like his very presence gave her a headache. Joan steepled her fingers together in front of her, elbows resting on her desk, and looked at him again, “You were here an hour early this morning, started the day off practically skipping around, haven’t stopped starring at Zoey since she arrived, and now you’re pacing to the elevator and back in some kind of a slump. I wouldn’t call that ‘nothing,’ Max. Would you?”

Max cringed, lowering his gaze, “No. No, I wouldn’t.”

He didn’t realize just how much Joan paid attention to the everyday details around the office. Sure, her office had glass walls that allowed her to survey the room, but she just always seemed so busy. Even when she talked to people, she never seemed to give them her full attention for more than a minute or two at a time.

Joan hummed an uninterested sound. “Listen, normally what you and Little Red do on your own time would be totally your own business.”

Max felt himself blushing. He tried to tell himself it was ridiculous because him and _Little Red_ weren’t doing anything on their own time. But the fact that their boss had noticed there was something between them- well, Max didn’t know what to think about that.

He did his best to meet Joan’s eye with a blank face. “But,” he prompted, knowing from her tone that there was another shoe ready to drop.

“But,” Joan narrowed her eyes at him. She dropped her hands to the desk where one set up a rhythmic tapping for a moment before she continued, “But, she’s your superior. HR would have a thing or two to say about it if they ever found out. You either need to make this little middle school back-and-forth thing of yours legitimate with HR, or…”

Max waited for her to continue, but she just waved a well-manicured hand in the air casually. He leaned forward slightly, with his brows furrowed, but she just shrugged one shoulder.

“I don’t know what to tell you, kid,” Joan said airily as she leaned back in her chair. With a slight smile, she added, “Actually, I have a lot to say on the subject, but again we go back to the whole I’m-your-superior thing.”

Had Joan just cracked a joke? Max blinked in surprise.

“Okay,” was all he could manage to croak out.

Joan sighed, sounding disappointed by his response. She turned back to her computer and began typing away instantly. Max sat where he was, trying to think about how to tell Zoey this new development.

The typing stopped for a moment, “You’re still here?”

“Right,” Max sprang up from his chair. Joan resumed typing. “Joan? Could you, just, not tell Zoey? I’ll talk to her about it later.”

With an uninterested nod of her head, Joan continued her assault on the keyboard, eyes glued to the screen. That was probably as good as Max was going to get. He turned to leave her office.

“One more thing,” Joan said before he left. He turned to see her full attention focused on him once more. She looked almost concerned with her head slightly tilted and he got a glimpse of the human beneath the machine. “She’s a great kid, Max. Take good care of her.”

Max grinned, the first genuine smile Joan had ever elicited from him. He knew Joan had a soft spot for Zoey since she got the promotion, but actually seeing it was a different thing. It made him respect her that much more, to see her care for her employee.

“That’s all I want to do,” he answered honestly.

Joan nodded and gave him a small, tight smile. Then the human was replaced once more by the machine and she turned back to her computer, effectively dismissing him.

Max was so deep in thought about everything that just happened, that he almost didn’t realize Zoey was back at her seat. _Almost,_ because let’s face it: the world could be ending and Max would still notice Zoey’s every move.

* * *

As Zoey left Simon’s office, she didn’t know how to name the emotion she was feeling. Work was definitely not the place to try to unpack this, she knew that much. Her first thought was to let Max know that she was okay.

After that scene in the meditation room and then the panicked looks she had given him on her way to talk with Simon, she could only assume what he was thinking. If their roles had been reversed, she’d be worried out of her mind about his emotional state.

Shock hit her first, when she saw Max’s chair was empty, followed closely by disappointment. Zoey shook her head as she sat at her desk, berating herself internally. It wasn’t fair for her to expect him to anticipate her every need.

Just at that moment, Max circled around her desk from behind, coming from the direction of Joan’s office. He stood in front of her, eyebrows furrowed in concern. She wanted to smile at him to reassure him, but she was too curious about why he had been in Joan’s office.

Zoey glanced backwards to make sure Joan wasn’t listening, then leaned towards him and whispered, “What was that about, mister?”

Max lifted his eyebrows and whispered back, “I could ask you the same, missy.”

She giggled softly, earning her a relieved smile. Apparently, her ability to joke with him was reassuring enough- the furrow in his brow was gone. Every day Zoey was realizing more and more just how much Max did and sacrificed for her; just how much he loved her, really.

Zoey had to swallow down a lump of nerves before she asked, “We could swap stories over lunch?”

Before Zoey had gone in for the MRI, gained her superpower, and heard Max secretly sing his true feelings to her, the pair usually went to lunch together a few times a week. Since Zoey had gone in for the MRI, gained her superpower, and heard Max secretly sing his true feelings to her, they had gone to lunch together once- when Max publicly sang his true feelings to her.

So, asking him to lunch shouldn’t have felt like a big deal, but her words hung heavy in the air between them. She mindlessly tapped her fingers on her desk to get out her nervous energy.

After a charged moment of silence, Max nodded, “It’s a date.”

Zoey felt her cheeks flood with heat and she had trouble holding his gaze for more than a few seconds. Max was absolutely beaming and shot her a wink. She was mortified at the small gasp that elicited, but if Max heard it he didn’t comment on it. As he walked over to his desk, she folded her arms on her desk and rested her forehead on them.

A date? With Max? Like a _real_ date with Max? Her brain was screaming that it was a terrible idea.

But in the secrecy of her folded arms, Zoey grinned.

**Notes for the Chapter:**

> I was going to write the scene of Zoey and Simon talking but 1.) i never liked Simon from the beginning bc MAAAAXXXX and 2.) we need more Max and Zoey scenes!
> 
> Please let me know what you think! I love the comments, they help keep me writing


	5. Chapter 5

**Summary for the Chapter:**

> Max and Zoey's lunch date :)

Work was impossible to focus on for the next hour or so, as Max eagerly awaited his lunch date with Zoey. It had been so long since they had lunch together- this was just another great sign that things between them were coming back into alignment.

A few months ago, Max would’ve called their lunch a date and it would have meant nothing. Well, it would have meant nothing to Zoey who was oblivious to his hidden feelings. Today, though, he was rewarded with an unexpected reaction that only further fanned the flames of his adoration for her.

He did his best not to dwell too much on the way she’d blushed at his words and gasped at his wink, but it was all he could think about. The logical part of his brain insisted that he quit getting his hopes up. Unfortunately, when it came to Zoey, his heart didn’t listen to reason.

When the other brogrammers began drifting off in ones or twos for lunch break, Max finally glanced over at Zoey. He hadn’t let himself look over at her since their conversation, out of fear that he wouldn’t find the will to look away.

Max found a stopping point in his task and put his devices into sleep mode, finally turning to drink her in. Her beauty never failed to amaze him. She radiated not just external beauty, but confidence, power, and a beauty that came from having a kind soul.

He stood and grabbed his coat, watching as she fiddled with her purse at her feet. Zoey seemed to be avoiding looking at him. Max reached her desk and waited patiently for her to get her things, giving her the space to address him when she was ready.

Finally, she stood and met his eye. There was a small flicker of fear in her eyes and Max felt his protective nature over her rise.

“I think Joan wants to be your new bff,” Max said in a playful tone, hoping to get her mind off whatever was making her worry. “I can’t say that I blame her, but I won’t stand for being replaced, Zoey Clarke.”

It worked, Zoey’s nose crinkled as she laughed. He loved that crinkle.

“Jealous, Richman?” Zoey quipped, nudging him as they headed towards the elevators. Their comfortable air of teasing each other was back and Max reveled in it. She tilted her head and pursed her lips in exaggerated thought, “You know, if there was anyone for you to worry about, it would definitely be Mo.”

As the elevator doors opened, Max gasped, his eyebrows lifted in hyperbolic shock. The people in the elevator shot glances at him, but he didn’t care how he looked to anyone else. All he cared about was the small smile Zoey was trying to hide from him and the now relaxed slope of her shoulders.

He had successfully pushed out whatever fear she had held about being alone with him.

Max pushed the little comedy bit they were doing, like a junky desperate for her mirth, “Do I need to be worried about Mo?”

Zoey shrugged noncommittally, walking quickly away from him as soon as the doors opened. He didn’t miss the extra sway in her hips from her good mood and waited a beat just to fully appreciate what a woman she was.

Then he jogged to catch up with her.

“This is really unfair,” he whined beside her. She glanced over looking concerned that it was no longer a joke, so he hurried on. “I couldn’t even fight one of them for the title of Zoey’s best friend let alone both of them.”

Zoey laughed louder than he’d heard her in a long time. He chuckled with her, unable to contain the joy he always felt around her. They were out of the building and onto the street before she managed to stop laughing.

“I’m sorry, Max,” Zoey said a little breathlessly. “But I just had the strangest image in my mind of you in a physical fight against Mo and Joan. Wow, that would not end well for you.”

They laughed again, standing just outside of SPRKPoint.

Max watched Zoey. The joy on her face, the way her hair bounced around her, the light twinkling in her eyes. As their laughter died, Max saw Zoey zone out. She was staring down the sidewalk at a group of people, her eyes slightly glazed. It lasted a matter of maybe 3 seconds and wouldn’t have been noticeable at all, if he wasn’t watching her so intensely.

He leaned close to her so he could ask, “Did you just hear a heart song?”

Zoey’s head whipped up to look at him, shock clearly painted on her face. Her eyebrows furrowed suspiciously. Max didn’t want to lean back away; it was a luxury to be this close to her, especially these days. He could just barely pick up her natural scent of clean laundry, flowers, and _Zoey_.

He straightened and with a gesture of his arm, led the way down the sidewalk. Max stuck his hands into the pockets of his coat and decided to head towards a Thai place just a few blocks away.

“How… Max, how could you possibly know that?” Zoey asked, her hand reaching out to curve around the crook of his elbow. She used her hold to pull herself tightly against him, matching his pace.

With the groups of people heading in either direction on the busy San Francisco sidewalk, it could have easily been a technique not to get separated. At least, that was what Max was trying- and failing- to convince himself to believe. Instead, he was hoping it was just to be closer to him.

It was hard to focus on the conversation when his heart was doing cartwheels inside of his chest.

“It was just a guess,” Max shrugged the shoulder that wasn’t being graced with her proximity. “You kind of zoned out for a few seconds. It really wasn’t like a big deal, I just happened to be looking at you when your eyes went a little glassy…”

Max let his voice trail off. His feelings for her were a well-known thing, but he didn’t really like having to admit that he was watching her. Zoey had asked him for space and he wanted to give that to her. Wanted her to be comfortable around him.

They were quiet for a few minutes, maneuvering through the crowded sidewalk at a leisurely pace. When they came to a street they needed to turn down, Max laid his hand over Zoey’s on his arm to keep her hand from slipping off as he pulled her into the turn. She let him guide her around the corner wordlessly.

Reluctantly, Max removed his hand and returned it to his pocket. He was overjoyed when Zoey’s hand stayed where it was on his arm. He had half-expected her to remove it.

“I didn’t realize it was obvious to the outside world,” Zoey murmured so low and unexpected, Max almost missed it.

Glancing down to look at her, he asked, “What do you mean by that?”

“Well,” she took a slow breath in through her nose and then sighed it right back out. “It’s kind of like time stops sometimes when people sing. And other times, it’s like time keeps going, but I’m the only one who knows it’s still going. It just depends on the situation. I never realized it was possible for time to keep going without me. I don’t even know if any of what I said makes sense.”

They had reached their destination. Just outside of the restaurant, Max pulled Zoey close to the wall of the building so they were away from the streams of people. He lightly lifted her hand off his arm, so he could turn to face her, but held onto it without thinking.

“I mean, in the grand scheme of things none of it makes sense,” he tried to joke. Absentmindedly, his thumb rubbed soothing circles on the back of her hand. “But I think I get what you’re saying. I wouldn’t worry too much about it Zoey, it really wasn’t noticeable at all.”

Zoey chewed at her lower lip, drawing his full attention to her mouth.

“But you noticed it,” she whined, before returning to worrying her lip.

Max could barely register her words. Every atom in his body was reaching out towards her. He wanted nothing more than to bring his lips crashing down on hers. She was so wonderfully Zoey in this moment and he yearned for her.

It didn’t help that she kept drawing his focus down to her full lower lip. It was one thing for him to accept that he didn’t get to bite that lip, but did she have to torture him by biting it herself? He couldn’t take it anymore.

Max reached up with his thumb and lightly pulled her lower lip out from beneath her teeth. And because he had the will power of a 5-year-old, he tortured himself a little further by running his thumb longingly across her lip. He wanted to trace that path with his tongue.

Shaking his head to clear his thoughts, he jerked his hand away from her mouth like it had burned him. In a way it had; it felt like he could still feel her lip against his skin.

“That’s because,” Max started talking to distract from his actions. He starred at his shoes while he blushed madly. “I’m just a fool who can’t stop starring. Trust me Zoey, if this is the first time I’ve noticed, then nobody else has.”

Breathlessly, Zoey asked, “Why would you… Why?”

He had walked himself into this one.

Max swallowed hard and then met her eye, “Look, Zoey, you know how I feel about you. I look over at you constantly at work and pay attention to every small movement and expression. I notice everything about you, Zo- when you’re having a bad day, when you woke up late and didn’t have time to grab coffee, when you can’t focus on coding because you finished a podcast and haven’t found a new one. Besides, everybody zones out every now and then, even people without powers. Your secret is safe.”

* * *

Zoey couldn’t meet his gaze, filled with a mixture of longing and anguish. Her lip still tingled from his touch and her cheeks burned with a mixture of embarrassment and desire. She had wanted him to kiss her so badly, now here he was looking so sad. She wanted to kiss his pain away.

But, that might just make matters worse. Zoey had the bad habit of running away when it came to Max and she knew that when she ran away from him after her heart song, it almost broke him. What would running away from him after a kiss do to him?

After a moment, Zoey worked up the nerve to say, “Okay, I guess that does make sense. Should we, uh, should we go inside to eat now?”

She cringed at her awkward change of subject and looked up at him sheepishly. Max’s mouth quirked upward in a humorless smile. She was hurting him again and she hated herself for it.

“I’m sorry,” she blurted out, but Max just looked off to the side. He was still holding one of her hands, so she tightened her grip and tugged on his hand to get his full attention. When he looked back at her, the emotion in his eyes rocked her. “I know I never say the right things. I’m sorry, Max, really. Can we start over? Go back to us having fun… before I started worrying over the heart song thing and ruined it. You know… I was really looking forward to this lunch with you.”

Zoey smiled shyly up at him through her lashes with that last sentence. It wasn’t something she had planned on confessing, but she knew Max deserved some reciprocation from her. He was always so attentive to her needs. Recently, she’d become aware of a growing sense of wanting to take care of him, just like he always took care of her.

“Really?” He asked hesitantly, his eyes hopeful. When she nodded, a grin broke over his face. “I was looking forward to it, too.”

Zoey felt like she could breathe easier with the pain gone from his face. Their hands still linked, she led them into the Thai place that they had stopped in front of, assuming this was where he had led her.

After grabbing their food at the counter (Max’s treat, which made Zoey blush because all she could think was that this _was_ a real date) the pair made their way over to one of the last few open tables. It was a small square table pushed up against the window, made to seat only two.

At her insistence, Max went first and filled Zoey in on his meeting with Joan. It was an awkward topic for them, to be sure. Thankfully, Max threw in some jokes and supplied Zoey with a comedic commentary like he was doing a voice over, which helped lighten the mood. Still, Zoey was sure she was blushing the whole time.

That was definitely something she’d have to think about later. Joan could tell there was something happening between Max and Zoey. Was it that obvious to everyone? And more importantly, what would this ultimatum mean for them?

Then it was Zoey’s turn. Zoey had finished her food by the time Max’s story was over and he only had a few bites left. She checked her watch, but they still had a good 20 minutes left before they needed to be back.

“I don’t know how I’m going to follow that performance,” Zoey stalled, once Max gestured for her to start.

“This is why I’m the funny one,” Max quoted her words from the night before with a wicked grin.

Zoey burst out in laughter. She covered her mouth with her hand, immediately embarrassed by how loud she had been in a public place. Max laughed, looking pleased with himself, and she withdrew her hand to stick her tongue out at him. He stopped laughing and pretended to look wounded, but his eyes shone with humor.

Zoey giggled. It felt so good to be around Max again. If yesterday and today told her anything, it was how much she had missed him. She needed Max in her life.

“Okay, well,” Zoey said, taking a sip of her passion fruit iced tea. “I haven’t really had time to process this yet, so just bear with me if it’s not as polished or eloquent as your story.”

Max nodded. He finished eating and gathered her empty dishes to pile onto his own. She stood with him as he rose to take care of their mess. They walked towards the exit, giving Zoey enough time to start forming the story into coherent sentences in her brain.

Out on the busy sidewalk again, Zoey casually looped her arm through Max’s. She told herself it was just to stay close to him with so many people around, but she knew by the way it made her heart race that she was lying to herself.

“So, Simon asked you into his office,” Max prompted once they had walked in silence for a minute or two.

“And when I got in there, I saw that he was an absolute wreck,” Zoey picked up. “I don’t know if you got a good look at him when he called me into his office- I was too busy feeling guilty to really pay attention to him at first. His tie was loose, his collar stuck up on one side, and there was a half-empty bottle of scotch sitting on his desk. When we walked in the room, he closed the door behind me and when he walked past me, I could smell the alcohol on him. Like… a _lot_ of alcohol on him.”

Max blew out a puff of air. Zoey was surprised to hear actual sympathy in his voice when he asked, “Taking the breakup pretty rough, huh?”

“That’s an understatement,” Zoey tried to emphasize just how bad off Simon seemed to be.

They made the turn back onto the street that SPRKPoint was on, so Zoey tugged Max over to a bench. Where they could continue their conversation. It was a pretty wide bench, but Zoey sat down right next to Max. She told herself it was so they could have a quiet conversation, so Simon wouldn’t over hear if he ended up passing by on his way back to SPRKPoint. That’s assuming he left for lunch…

By the surprised, but happy look on Max’s face, she knew he was reading into it. And maybe he should be, if she was being honest with herself. He rested his arm behind her on the bench and her heart raced.

“He basically tried to blame me for the breakup,” Zoey said casually, not looking over at Max as she tried to get her heart beat back under control.

“Wait, what?” Max’s voice was low and he leaned forward. His hand that wasn’t behind her, tilted her chin up to meet his eyes. “Zoey, that was _not_ your fault. I’ll go tell that prick myself, right now.”

Zoey was secretly thrilled at this display of protectiveness. Max hardly ever got angry, but he was always willing to defend her. She felt like swooning, but then hated herself for it. She was a strong independent woman who didn’t need a man to defend her.

But, it was nice that one wanted to.

“It wasn’t exactly like that,” she tried to reassure him. His hand dropped back into his lap, but he didn’t lean casually back against the bench like he had been. “Simon admitted that things with him and Jessica had been rocky even before he met me. He thought I was able to see him in a way that Jessica hadn’t. What he doesn’t know is that it was the heart song that let me see his pain, so that’s not really the same thing. Sure, I’m going through… what I’m going through… with my dad and all that. So, I understand a little better than her when he speaks about his grief, but I don’t know _him_ , at all.”

Zoey drifted off in thought, her eyebrows furrowed. Simon had turned out to be so different than who she had thought he was.

She realized she had stopped talking and looked up to see Max patiently waiting, his eyes watching her gently.

“Anyway,” she cleared her throat delicately. “He said that he’s spent the last few months torn between the two of us. When I told him a few days ago that things needed to be strictly professional between the two of us, he said- and I quote- it made his mind up for him because he couldn’t stand to… to see me walk away from him.”

There was tension rising between her and Max as she told the story. He had leaned back against the bench once more, but his shoulders weren’t relaxed like earlier. His face was uncharacteristically blank.

She wanted to try to read Max’s expression, to anticipate his emotions, to throw a joke or witty comment in to ease the tension, like he did for her. But, Zoey hadn’t really processed what she was thinking, yet. It was hard for her to take care of him, when she couldn’t even take care of herself.

That was a selfish thought. Max always pushed his own needs and emotions to the side for her. The only thing she could think to do was finish the story, so she could show him she hadn’t chosen Simon.

“Honestly, Max,” she started, taking a deep breath. “I have no idea my exact emotions about the whole situation.”

Before she could continue, pain flickered across his eyes. A millisecond later, the blank mask was back. Max withdrew his arm from behind her and angled his body slightly away from her.

“Wait,” she practically shouted, reaching out to grab onto his arm with both of her hands. “Let me finish, please.”

Max didn’t look at her, but nodded.

“This is what I do know,” she continued, tugging on his arm until he looked up at her. “I know I’m angry at him. He’s the kind of guy who wants what he can’t have and takes advantage of what he does. You were right, when you said it wasn’t my fault, but his. Jessica is a wonderful person and Simon didn’t appreciate what he had. He was too busy looking out into the world at what he didn’t have to recognize that he was so lucky to have her.”

The blank mask was gone, but confusion was slowly spreading in its place.

“I’m not good with words, Max,” Zoey whined, pinching the bridge of her nose for a second. She took a deep breath and then met his gaze again, “I told him that was too bad, because he was going to have to watch me do it again. And I walked out, Max. And there were a lot of reasons why I did, but I need you to know this one last thing. I’m realizing that I... I’ve been acting a little bit like Simon. That I don't haven’t been appreciating what I have, so to speak. Max... I am so lucky to have you.”

**Notes for the Chapter:**

> I know some people really like Simon, so I'm sorry if you do! 
> 
> GASP! What will this mean for Max and Zoey? Thanks for the comments, lovelies! <3


	6. Chapter 6

**Summary for the Chapter:**

> What will Zoey's confession mean!? Plus, I think we need some Maggie in this chapter. She's just such a warm and loving lady

Zoey shouldn’t have been surprised to hear a few faint chords strum as a heart song began, but she had been so wrapped up in what she was saying that the music made her jump. Max no longer looked confused. He was gazing as her lovingly and one hand reached up to caress her cheek as he softly began crooning:

_You're just too good to be true  
I can't take my eyes off of you  
You'd be like heaven to touch  
I wanna hold you so much_

Max let his hand that had been resting on her cheek run slowly down her neck, across her collarbone as she trembled, and down her arm to hold her hand.

_At long last love has arrived  
And I thank God I'm alive  
You're just too good to be true  
Can't take my eyes off of you_

The instrumental began to pick up in volume. Max leapt up from his place and vaulted over the back of the bench, maintaining eye contact with her as he danced behind her.

_Pardon the way that I stare  
There's nothing else to compare  
The sight of you leaves me weak  
There are no words left to speak  
But if you feel like I feel  
Please let me know that is real  
You're just too good to be true  
I can't take my eyes off of you_

Zoey felt her eyes tingle with tears. The lyrics were beautiful on their own, but the fact that it was Max- _her_ Max- singing them to hear left Zoey breathless. The music picked up again in both volume and tempo this time. She watched as Max’s dancing amped up during a short instrumental break.

He rounded the bench and pulled her up into his arms. Without knowing the steps, Zoey stumbled along as Max led her in what she could only assume was some type of waltz. She had to admit that he was a good leader, though, because she fell into step with him easily enough. The people on the sidewalk broke into pairs, dancing along with them. Zoey barely registered their presence; she just relished being held this way by Max.

Still in his arms, Zoey felt the vibrations in his chest as Max resumed singing, his voice louder and more powerful, matching the swell of the music.

_I love you baby  
And if it's quite all right  
I need you baby  
To warm the lonely nights  
I love you baby  
Trust in me when I say_

_Oh, pretty baby  
Don't bring me down I pray  
Oh, pretty baby  
Now that I've found you stay  
And let me love you, baby  
Let me love you_

The song was winding down and so was their dance. Max twirled her outwards, then tugged on her hand to bring her back to him. She stumbled back into his chest, the hand not holding his splayed out on his chest to catch herself. Before she could take a step backward, his hand moved to the small of her back, holding her firmly against him. They were much closer than before.

Max brought the hand he was holding to his mouth and pressed a slow kiss to her knuckles. Zoey felt her knees buckle, but his arm around her waist held her steady. As the last notes of the heart song faded, Max twirled her back toward the bench with a flourish and they sat in their original positions.

Zoey’s heart felt like it was leaping out of her chest. She half expected to look down and see an outline of a heart bulging outwards, like in the cartoons. Her cheeks were warm and her hand tingled from his kiss. Hell, her whole body buzzed from being pressed against his.

“You did it again, Zo,” Max whispered. Her eyes darted up to his. “You zoned out for a few seconds and suddenly you’re blushing and breathing heavy.”

If it was possible to blush any more, Zoey was doing it.

A smile tugged on the corners of her mouth at the thought of the intimate song and dance, and she tried to fight it. With a (hopefully) nonchalant shrug, Zoey admitted in a whisper, “You sang to me this time.”

Max’s eyebrows raised slightly, but he didn’t look surprised by the information.

“What did I sing?” Unlike last time he asked, he didn’t seem upset. Only genuinely curious.

Zoey thought about the lyrics, trying to guess at the title. With a quirk of her head, she informed him, “It was kind of old timey sounding. ‘Pretty baby,’ maybe?”

Max tilted his head in thought, as well. “That doesn’t bring anything to mind. Do you remember any of the lyrics?”

“Um, well, I think it went something like,” Zoey trailed off. She definitely didn’t want to sing in front of him. She’d never been comfortable singing even in her own shower. But mostly, she didn’t want to seem like she was already searing the words into her memory, so she could hang on to the moment they’d shared. She mumbled the words, not fully singing, “I love you baby, and it’s quite alright I need you baby to warm the lonely nights.”

“Ah,” Max nodded his head just once. “Can’t Take My Eyes Off of You.”

Zoey was taken aback by his words for a moment. What a strange confession to make in the middle of this other conversation.

Then she recognized the words from the song and blushed. It must’ve been the title of the song.

“Yeah,” Zoey said, rubbing her hands up and down on her arms out of anxiety. “We also danced.”

Max must’ve thought she was trying to warm herself up, because he had started taking off his coat. He paused for a moment at her words, but then finished freeing himself from the coat. He draped it around her shoulders and she thanked him softly.

The coat smelled like Max and Zoey took in a deep breath. The sleeves were much too long, her fingertips barely poking out of the arm holes. It dwarfed her in a way that made her feel surrounded by him, held closely by him like when they were dancing.

“So, uh,” Max cleared his throat. When Zoey looked up at him, he was watching his finger trace idle patterns on the knee of his jeans. “When you say _we_ danced… I thought other people sang and danced, not you?”

Zoey blushed. His eyes met hers and she had to do her best to hold his gaze.

“Usually, I don’t,” she agreed. Nervously, she tucked a strand of hair behind her ear. “This time, you... pulled me into the dance with you.”

Max’s eyes widened, “I’m sorry, Zoey.” His words sounded rushed and almost panicked.

Looking away, she couldn’t help herself from muttering, “I’m not.”

* * *

Max wasn’t sure he could believe his ears. Had she said she _wasn’t_ sorry that he made her dance with him? Surely, he was hearing things. Zoey hated singing and dancing and cheesy movies that involved singing and dancing.

And she had made it clear that she needed time and space from him. Max wasn’t an expert on this kind of thing, but he was pretty sure that singing a love song to somebody while dancing with them in your arms was the exact opposite of giving them time and space.

He waited a beat for her to respond, fully believing that he had only wished he heard those words. When Zoey neither answered him nor turned back towards him after a minute, he started to feel guilty.

“Are you upset with me, Zo?” He asked, voice hesitant and low.

Zoey turned to look at him, eyebrows furrowed adorably. Oh, how he loved the many faces of Zoey Clarke.

“Upset?” Zoey echoed, her head tilted in confusion. “Why would I be upset with you Max?”

Max cleared his throat uncomfortably, not wanting to have to say it. “You said you needed time, that you couldn’t think about a relationship right now. I’m sure hearing my heart songs and being forced to dance with me isn’t exactly what you meant by that,” he tried to sound light-hearted, like it was a joke.

Zoey snorted derisively. “You didn’t _force_ me to dance with you, Max,” she said like it was the most obvious thing in the world.

“Oh,” was all Max could think to say. Honestly, he had no idea where they stood or what Zoey was thinking. Saying nothing at all felt like his safest bet.

“Actually, the dance was-” Zoey was cut off by the trill of her phone ringing. Max felt like his nerve endings were live wires. The dance was what? She gave him an apologetic look and pulled it out to see who was calling.

Her face immediately turned anxious and Max knew it was most likely her mom or brother.

“Hey, Mom,” Zoey said, her voice too high. Max watched her chew on her lip anxiously, as she listened to Maggie on the other end for a few minutes.

He didn’t know what to do or how to help, besides letting her know she wasn’t alone. He grabbed her free hand and squeezed it, then started rubbing soothing circles on the back of it. She shot him a grateful, but watery smile and scooted closer to him on the bench. Max's heart skipped a beat.

“Should I-” Zoey started, but was evidently cut off. After a moment she rushed out, “No, Mom, it’s fine. I can take some time off from work, I haven’t taken a sick day since I practically started working here.”

Max’s heart sank. Was it getting that close to Mitch’s end? Not only did Max feel overwhelming heart break for what the woman he loved was going through, but he felt genuinely grieved at losing Mitch in his own life. Zoey’s father had always been so energetic and carefree. He welcomed Max whole heartedly into the Clarke’s house and family events. Max missed the man he used to be, but knew his pain was a fraction of what Zoey, David, and Maggie were going through.

After another few minutes of silence, Zoey glanced over at Max in confusion and said into the phone, “Yeah, he’s right here next to me, but-”

Max’s lips twitched upwards when Zoey rolled her eyes at being cut off again.

“Alright here he is,” she said exasperatedly and held the phone out for Max.

He starred at the proffered phone like it was alien technology. Maggie wanted to talk to _him_? When Zoey shook the phone impatiently, he reached out with the hand that wasn’t holding hers to accept it. _Why_ did Maggie want to talk to him?

He met Zoey’s bewildered eyes, his own widened in mirrored confusion. “Hey, Maggie,” Max said softly into the phone.

“Max, sweetheart,” Maggie’s warm voice filled his ear. He had always admired Maggie and the relationship she had cultivated with her grown kids. Max’s own mother hadn’t known how to let Max become independent and had instead cut off all contact with him when he moved to the west coast. “How are you?”

“I’m doing well,” Max answered, still looking at Zoey questioningly, like she could telepathically tell him why her mom wanted to speak to him. “What about yourself?”

“Oh, I’m just fine,” Maggie said breezily. “Listen, Max, I wanted to ask you for a favor, but you have to keep it a secret from Zoey.”

Max blanched and his eyes quickly abandoned Zoey’s in some insane fear that she would know what he was agreeing to somehow just by looking at him.

“Uh-huh,” he said, trying to sound inconspicuous.

“I was just telling Zoey about an episode Mitch had earlier today,” Maggie’s voice thickened slightly as she spoke. “She wants to take off from work to be able to spend more time with him and, honestly, I think that’s probably the best idea. I’m not sure how much longer...”

Maggie trailed off, her voice breaking on the last word. Max gave her a moment to gather herself, unsure what he could say that would be remotely helpful or comforting.

“I just, I didn’t want to scare her by agreeing too readily,” Maggie continued, her voice steadier. “Zoey’s her own woman, so I know she’ll make the right decision despite what I said to comfort her about Mitch's condition. This is where the favor comes in. I know she’s going to want to spend every second by her father’s side until… and while that’s understandable and admirable, she needs to have her own life, still. For her own sake... for her emotional health.”

Max hummed in agreement and Zoey tugged on his arm. He hadn’t even realized their hands were still linked until she did, it was just so natural for him to hold her hand. Max glanced up to see Zoey’s wide eyes and lifted brows practically screaming at him to tell her what was happening.

“So, Max, if it’s not too much,” Maggie said on an exhale. “Would you mind coming over to the house every now and then to spend some time with Zoey? You can hang out here with the family or maybe go out to see a movie. I don’t know what you young kids do with your time these days, but I want my daughter to have a life to go back to once… well, once this is all over.”

Max’s breath caught at the implication of those words. What she really meant was once _Mitch_ was over, though not in such a crass way. Still, the words hung heavily between them.

“Yeah, of course, Maggie,” Max rushed out. There was a beat of silence and Max realized she was probably anxious to get back to her husband. “Will you tell Mitch I said hello?”

“Sure thing, dear,” Maggie murmured in lieu of a goodbye. Then she hung up the phone without asking to speak to Zoey again.

Max handed the phone back to Zoey sheepishly.

“She hung up?” Zoey bristled, glaring first at the phone and then at Max. “What did she say?”

His noncommittal shrug didn’t cut it. Zoey pulled her hand out of his and used it to punch him lightly on the shoulder.

“Hey!” Max protested, rubbing the area like it hurt. When she raised her first threateningly, he put his hands up in surrender. Her punch had felt like nothing, so her intimidation tactic was futile, but he loved her and would have filled her in without the threat. “Okay, okay. She just made me promise to come around the house more often. Apparently, I’m the son they always wanted.”

Zoey’s irked expression broke into amusement, but he didn’t get the melodious laugh he had hoped for by playing on her sibling rivalry with David.

She tilted her head and scanned his face, “Really?”

Max grabbed her hand once more, just to squeeze it reassuringly. “Really,” he half-lied, letting her have her hand back. Maggie had asked him to come around more often. She just happened to _also_ ask that he help distract Zoey and get her out of the house.

“So,” he started hesitantly. “Did she talk you out of taking off from work?”

Zoey brushed her bangs away from her eyes, “She tried.”

Max hummed an understanding note. Neither he nor Maggie had expected Zoey to give in so easily. One of the many reasons he loved her was her dedication to family. He was sure it was one of Maggie’s reasons, too.

After a beat in silence, Max glanced at his watch. He sighed heavily before making a big show of pushing himself up to a standing position. Zoey chuckled and rose with him, as well. They made their way to SPRKPoint in companionable silence, Zoey’s shoulder bumping against his often.

When they got in the elevator, totally alone, Max noticed Zoey’s shoulders deflate. Without thinking, he wrapped an arm around her shoulders and pulled her into his side. She reciprocated the one-armed side hug, sliding her arm around his waist.

Their movement halted and they disentangled before the doors could open, but Max saw the small smile and hint of blush on Zoey’s cheeks. It was hard to go back to work, feeling like their conversations from lunch could be the turning point in their relationship and yet, they hadn’t been fully fleshed out before being interrupted.

He was eager for his next chance to be alone with her. There was no keeping his hope in check at this point. If he could just get her to open up like she had done today…

Max heard humming. His head whipped up in surprise to see it with his own eyes. Headphones abandoned around her neck, Zoey had her chin resting in her hand and was humming “Can’t Take My Eyes Off of You” as she studied her screen.

He couldn’t help grinning. She was thinking about his heart song.

**Notes for the Chapter:**

> As always, let me know what you think! I hope I did Maggie justice!!


	7. Chapter 7

**Notes for the Chapter:**

> I am SO SORRY this is months late! Truthfully, i was very ticked off about the way they were taking things on the show, so I had trouble coming back to the fic. But this is extra long to make up for my absence! Hope you like it!

Max had been mildly curious when Zoey went into Joan’s office about half an hour before the end of the day. When he saw both of them looking at him through the glass walls of the office, the curiosity shifted to panic.

Was Joan talking to Zoey about the HR thing? Was HR already cracking down on them about it? He needed more time! Max was playing the long game here, trying to give Zoey all the time she needed. She was worth waiting for. And if HR got in the way of things when they were starting to go so good for him-

His thought evaporated when Zoey stood up to leave Joan’s office. Max turned to his computer, acting like he hadn’t been trying to read their lips for the past 10 minutes instead of working on code for the Chirp.

Zoey sat at her desk, the air leaving her is a whooshing sound.

Max glanced up to give her what he hoped was a casually curious glance.

“I’ll tell you about it on the walk home,” she responded with an attempt at a smile. 

His heart skipped a beat. It had been so long since they had abandoned their routine of walking home together. Their apartments were fairly close; he would walk her to her apartment and then part ways with her to head home. It added about 10 minutes to his commute home, but he didn’t mind. It was more time he got to spend with her and that was the ultimate goal, these days.

Max nodded and turned back to the code in front of him. He pretended to find a stopping point just a little after 5, but truthfully, he hadn’t worked since Zoey went in to talk to Joan. Max slowly started shutting down his devices for the night and gathering his things together.

Zoey was still working when he finally stood, ready to go. She shot a quick glance over at him, but returned her eyes to her screen as she called out, “Just another minute, sorry!”

Didn’t she know by now that he’d wait until the end of time for her? Especially when it meant he got to stand here watching her in all of her glory without it coming off as creepy.

“Take your time. I’m more than happy to wait for you, Zo,” Max said tenderly.

A blush bloomed in her cheeks, but she didn’t respond. He hadn’t realized how much emotion he had put into that simple statement, but Zoey seemed to recognize the double meaning if her blush was anything to go off of.

Within a few minutes, they were standing together in the elevator on their way down to the lobby. They made their way out of SPRKPoint in comfortable silence, taking a casual pace down the sidewalk. Max had gotten used to rushing out of the building to keep himself from accidentally breaking out in song before he got far enough away from Zoey. Now, with her at his side, he didn’t want the walk to go by too quickly.

“So,” Zoey started conversationally as they stopped at a crosswalk for the signal to cross. “I talked to Joan about taking some time off.”

Max wanted to facepalm. Of course, it had been about taking time off to be with her father. Why had he been so worried thinking it involved him?

“How did that go?” Max tried to keep the self-derision out of his voice. The signal changed and they moved with a small group of pedestrians across the street.

“She was actually very understanding. Seemed like she even expected it,” Max was sure the surprise in Zoey’s voice was echoed on his face. Zoey gave a light shrug, “Ever since I helped her with her heart song, we’ve gotten closer. She’s a good person behind all that…”

Zoey trailed off, gesturing vaguely with her hand.

“Robot-ness?” Max offered with a raised eyebrow.

Zoey snorted, but conceded, “Yeah, sure, robot-ness. She said as long as I check in with my replacement team-lead on a daily basis and log a few hours of coding, she can pay me for working part-time from home.”

Max’s eyebrows shot up. That was a pretty generous offer.

“Wow, that’s… I don’t know what that is,” Max admitted. Then he grinned down at Zoey, “That’s amazing of her.”

Zoey caught his eye for a second and smiled with him. “Yeah, it really is, isn’t it? I guess I was just so busy with the whole replacement team-lead thing that I didn’t really think about how kind that was of Joan. I should thank her tomorrow… maybe I’ll bring her some fancy tequila. Is that inappropriate?”

Max couldn’t help but adore her.

“Wait, tomorrow,” Max echoed, tilting his head to one side. “Are you coming in to the office tomorrow?”

“Yeah,” Zoey nodded. “I thought it would be better to finish out the week. It’s only one more day- plus, it’ll give me time to set things up with my temporary replacement.”

There was a twinkle in her eye now.

“Who’s the poor sap who has to check in with you every day?” Max asks, nudging her arm playfully.

Zoey gasps in mock pain, one hand fluttering to her chest. Max chuckles at her antics, eliciting a smile.

“Actually, you,” Zoey glances up at him anxiously. “If you’re okay with that. I mean, it’ll be a few extra responsibilities, but I’ll do everything I can from home so you aren’t stuck with all my work.”

“Zoey,” Max reaches out to put a comforting arm around her shoulder, pulling her a little closer as they walk. “Of course, I’ll do it. Don’t worry about anything at the office. I can come by after work everyday to fill you in on things, if that works for you. Whatever I can do to help.”

He’s just about to let her go when her arm circles around his waist. She leans her head against him for just a second, muttering a quiet thank you. Max’s heart feels like it’s going to burst and he wouldn’t be surprised if he was currently singing another heart song to her. 

Then she pulls away from him and he lets his arm drop from her shoulders. Zoey links their arms together like earlier, though, as they turn onto her street. They still have a few blocks to go before they reach her apartment, but Max can feel his time with her slipping away.

“I gotta admit,” he says after a moment of internal brooding. “I’m surprised that you picked me. Leif is a much better programmer and was second in line for the position.”

Zoey shook her head at the self-doubt in his voice, but didn’t comment on it. “Actually, I didn’t even have the chance to suggest you before Joan did.”

Max’s head whipped to the side to search her face for any signs of a joke. Joan had suggested him? What happened to the HR ultimatum? Now Joan was setting it up for the two of them to be in constant contact outside of the office. Did this have anything to do with her comment on having lots to say about his and Zoey’s relationship? Or rather, lack thereof.

“Obviously, as soon as she said I’d need a replacement to keep in contact with I thought of you,” Zoey continued, breaking him out of his train of thought. “But Joan has a way of bulldozing through a conversation. She suggested you for the role and I agreed.”

“Did she say why she suggested me?” Max drew out his words slowly, trying to wrap his mind around it all.

“She pointed out that it would give me more peace of mind if it was the person I trusted most in the team,” Zoey smiled up at him, her eyes shining in the sun. Then she was looking away, a blush spreading across her cheeks, “And then she said something like, ‘I assume you’ll still be seeing each other anyway, since you can’t stop staring at each other for 5 minutes let alone a whole day.’ Which I don’t know what she was talking about, she’s clearly off her meds or something, but she did mention that you’re the only person I hang out with outside of work, so that makes the whole keeping me in the loop thing a lot easier than if it was Leif or Tobin who I like never talk to outside of work. Or even at work, really.”

She was rambling and Max loved it. He had always been impressed by how fast Zoey could talk when she really got going, but the closer he got to her over the years, the more he was able to recognize what brought on the rambling. This one was definitely brought on by nerves from Joan noticing their secretive glances at each other.

Max couldn’t wipe the grin off his face. “Breathe, Zo,” he reminded her.

She did so and shot him a grateful look, like he had rescued her from herself. And he probably had, because in moments like that, Zoey tended to say more than she really wanted to. He had witnessed it many times before.

They were only a block away from her apartment now. Max scrambled for a topic or excuse that might extend his time with her. Precious moments ticked by as they walked in comfortable silence.

He finally thought of a question, “Are you planning on going to your parents’ house tonight?”

“Actually, I should probably pack tonight,” Zoey muttered mostly to herself. She used their linked arms to pull herself a little closer to him, like she was seeking comfort in proximity. Her voice was soft and full of restrained emotion, “I’m planning on staying in my old bedroom starting tomorrow. I thought that would, ya know, maximize my time with him.”

They stopped in front of her apartment and Zoey disentangled their arms. Max reached out and grabbed her hand before she could pull away completely, giving it a slight squeeze in an attempt to comfort her. He wished there was some way he could take some of this burden from her.

“Do you need any help?” Max offered a little too eagerly.

“Oh, Max,” she looked up at him with gratitude, but her anguish lay just beneath it. It tore at his heart. “I couldn’t ask you to do that.”

“You didn’t,” he shrugged.

When she didn’t protest, just looked up at him with furrowed brows, he used their linked hands to guide her towards her apartment. Max led the way up the stairs, like it was his place instead of hers. When they got to her door, he finally released her hand.

Her key was barely in the lock when they heard a door open behind them.

“Zo-Zo the… Well,” Mo cut himself off when he his eyes met Max’s. A wicked grin spread across Mo’s face that made Max’s palms sweat. It was no secret that Mo wanted Max and Zoey together, but Max hoped he would have enough decency not to make things super awkward by bringing it up right then. “Hello there, Maximillian. I was just coming over to check on our girl Zoey, here, but I see she’s in very strong and capable hands. You two kids have fun!”

And just like that Mo whisked back into his apartment.

Zoey sighed, but made no comment. Max’s ears were burning as they walked into Zoey’s apartment. He set his backpack down next to her purse and waited awkwardly by the door. He didn’t know why; he had been to Zoey’s place plenty of times. Normally, he felt completely at home and would flop on the couch or raid her usually-barren fridge.

“I called Mo after I talked to Joan to let him know I was taking time off of work,” Zoey informed him, walking toward the kitchen. “I didn’t want him to worry when I didn’t come home tomorrow.”  
Max hummed in understanding, shuffling slightly towards the kitchen.

“Do you want anything to drink?” Zoey asked, pulling two cups from a cabinet. She pulled open the fridge, half her body now blocked from him, “I’ve got water or… that’s it. Just the water.” 

Just like that his nerves were gone. She was still Zoey and he still loved being around her. Smiling, he closed the distance between them.

“Water is fine,” he replied from just behind her.

Zoey jumped a little, like she hadn’t expected him to be so close.

\--

The kitchen had seemed like a safe place, far away from those very strong and capable hands that she was desperately trying not to imagine being in. Stupid Mo and his stupid meddling. Now Zoey couldn’t think of anything other than how it felt when she danced with Max during his heart song and he held her close. Besides a friendly hug, she’d never truly been held by him. The dance was all in her head. That made her irrationally sad.

She needed space between them before she did or said something stupid. Or spontaneously combusted from blushing too hard.

Thankfully, he seemed to feel just as awkward about what Mo had said and was maintaining some space. Zoey opened the fridge, absentmindedly offering him a drink. All she could think about was how grateful she was for the blast of cold air on her heated skin. 

She could do this. It was just Max. Max had come over to her apartment plenty of times before. They’d had take-out in this kitchen, they’d watched movies in the living room. Sure, he’d never been in her room before, like he would be in a few minutes to help her pack. And sure, those other times were before she knew what he felt for her… and before she knew what she felt for him. And before she had this longing to be held by those very strong and capable hands.

Thinking of that was not helping.

“Water is fine,” Max’s voice came from just behind her.

She jumped. When had he gotten so close? 

Zoey took another deep breath with the fridge open, hoping that when she faced him her blush would be gone. She took her time using the Brita pitcher to fill up both of their cups, deliberately facing away from him for as long as she could.

When she turned to hand him his cup, he was leaning back against the island with his arms crossed across his chest and his head tilted to the side- studying her. His eyes scanned her face and she squirmed beneath his gaze. If the blush had disappeared, it was definitely back now.

Max accepted the proffered cup and they both took a drink in awkward silence. Or at least, she felt awkward. He looked comfortable, standing there in her kitchen.

“Alright, boss lady,” Max set his cup down on the counter and offered her his full attention. “These strong and capable hands are all yours. Just tell me what you want them to do for you.”

Zoey blanched, choking a little on the water she was drinking. Her body ignited as a string of inappropriate thoughts ran through her mind unfiltered. It took her a moment to regain her composure. Max just watched with a small amused smile, his eyebrows raised innocently like he wasn’t fully aware of what he just said.

“Behave yourself, Richman,” she said, pointing at him accusingly. 

He laughed, but didn’t comment. When had she gotten so bad off that his laugh made her knees weak? 

“Actually, my suit cases are up pretty high,” she admitted, blocking out the memory of her dad putting them on the top shelf when he helped her move in. “So, I guess you can be useful after all.”

Max scoffed, but there was humor in his eyes.

She led him into her bedroom, anxiously scanning the room to make sure nothing embarrassing was visible. The closet door was already open, so Zoey gestured vaguely towards it, letting him pass by her.

It was a walk-in closet and the floor was cluttered with shoes. A shelf ran around three of the walls, just above Zoey’s reach. There were a few things she could grab if they were small enough, but the giant suitcases weren’t so simple.

Max carefully nudged a few shoes out of the way to clear a safe path. He knew her well enough that she wasn’t embarrassed by the clutter in her closet. The rest of her place she kept fairly tidy, anyway.

Zoey leaned against the closet doorframe as Max grabbed the first suitcase. With his arms up, his shirt lifted just enough to expose a sliver of the tan, smooth skin of his lower back. Zoey’s eyes raked up his back slowly, wondering what it looked like exposed, as well. The smooth skin, the indentation of muscles.

She averted her eyes just as Max was turning to place the suit case on the ground. She couldn’t face him after she just tried to undress him in her mind! She needed to get a grip on herself. Quickly.

“Thank you,” she muttered, glancing up just long enough to give him a quick smile.

She took the suit case and laid it open on her bed. At least over here she wouldn’t ogle him. Hopefully.

“How many do you need?” Max asked, still in her closet.

“One of them has my travel toiletries,” Zoey answered as she started grabbing clothes from her dresser. “I think it’s the smaller one. That’s the only other one I need.”

She quickly packed enough socks and underwear for two weeks and added a few bras. She didn’t know how long she’d be at her parents’ house, but she could always do laundry. Zoey was hoping she could hide her undergarments under some other clothes before Max returned from the closet, but he was too quick. He laid the other suitcase on the bed, as well.

Zoey’s hands fumbled with a shirt she was folding as he came to stand beside her and looked into her suitcase. She cleared her throat delicately and forced herself to calm down. 

Slowly, she refolded the shirt and tried to cover her intimates with it.

“How about,” Max started, obviously trying to rescue her from herself again, “you pick out the clothes you want to take, and I’ll fold them for you.”

Zoey pursed her lips. It felt weirdly intimate for him to be folding her clothes.

“Otherwise these strong and capable hands are going to start to feel weak and useless,” he admitted with a feigned concern. He even looked down at his hands with a look of despair that made Zoey laugh.

“Alright, Mr. Strong and Capable,” she said with an eyeroll. Zoey headed towards her closet to start choosing clothes, “We wouldn’t want you to feel incompetent.”

Max’s booming laugh made her giggle.

Between the two of them, they had her packed in less than half an hour. There were a few things she’d need to pack after she used them tomorrow, like her toothbrush and deodorant, but everything else was ready to go.

“I can pick you up for work tomorrow and drive you to your parents’ house when we get off,” Max offered. 

Being so close to everything and with public transportation readily available, neither one of them drove much. Zoey thought about rejecting his offer- she should drive herself so that she’d have a car to drive at her parents’ house. But, then again, if she needed to go anywhere she could drive her dad’s car. It probably needed to be driven, anyway. She didn’t know a lot about cars, but not driving them for a long period of time seemed to lead to lots of issues.

“Okay,” she finally answered. He was sitting on her bed zipping up her suitcase and smiling at her like he won the lottery. It never failed to amaze her just how much Max loved her. “Thank you, Max. For everything. The packing and the driving. And just, ya know, being you.”

Max’s smile faded, but his eyes were so filled with love. It made her blush and look away. She could never maintain eye contact when he looked at her so tenderly. Then she heard him stand up and she watched him approach her where she was standing at the foot of the bed.

“Zoey,” Max reached for one of her hands and held it gently in his larger, warmer one. His thumb brushed softly over her knuckles, setting her skin on fire. “Earlier, before your mom called, you were talking about us dancing together.”

She knew where he was going with this. Her phone had rung just when she was about to tell him how much she liked dancing with him. In the moment, she had felt relieved, but also disappointed. It took a lot for her to work up to that level of vulnerability with him and she knew the moment was lost.

Would she be able to tell him now?

“I was?” She asked, her voice sounding too high even to her own ears.

Max only hummed his affirmation. He wasn’t going to push her on this, but he was letting her know that he was curious. He wanted to know what she was going to say, but he wouldn’t force her. He was perfect, when it came to things like this.

“I was,” she admitted softly. Zoey did her best to hold his gaze, “It was nice. The dance, I mean. You were worried you had forced me into it, but it was… it was really nice.”

Nice was such a lame word. Nice didn’t come close to what the dance was, but she was Zoey and he was Max and how could she tell him that she had reveled at being held in his arms and could still feel the heat of his body pressed against hers and that it made her blush to just think about how he had kissed her hand. 

In fact, she was blushing now and had to look away from him.

“Nice,” Max repeated softly. Her eyes scanned his face, but she couldn’t read him.

Zoey sighed and pinched the bridge of her nose, frustrated with herself, “Nice isn’t the right word. I don’t know, Max! What do you want me to say? That it was magical? That it was the most romantic thing I’ve ever experienced? Or maybe that it’s awakened some kind of longing or disappointment or- I don’t know- something inside of me because you’ve never actually held me like that. That I wish it was real instead of all in my mind. Is that what you want me to say?”

She knew it wasn’t fair to be so accusatory to him. She wasn’t angry with him, she was angry at herself for her inability to express herself. Tears threatened to spill over, so she pulled her hand from his to hide her face in both hands.

“I’m sorry,” she whispered from behind her palms. “I didn’t mean to yell, I’m so sorry, Max.”

“Don’t be sorry for explaining how you feel,” Max responded softly. Of course, he was so forgiving. He was Max.

At that, the tears started flowing.

\---

“Hey, Zo,” Max started as she began to cry. His mind was racing at her outburst, unsure of what to make of it. And now she was crying, for the second time today. He wrapped his arms around her and felt her hands leave her face to clutch the back of his shirt. “It’s okay, Zoey. You’re okay. I’m right here.”

He held her for a few minutes while she cried. Surely, there was more to this than just talking about their dance. Zoey wasn’t an overly emotional person and when she did break down, it was from the weight of shouldering a million things.

Eventually, her shoulders stopped shaking from the crying and her hands loosened their grip on his shirt. Max gently pulled away from her, just long enough to move the suitcase off the bed and then guide her to sit on the foot of the bed.

He kneeled in front of her, holding both of her hands in her lap.

“You don’t have to go through any of this alone, Zoey,” Max said gently. She stared at their hands, but nodded softly. “First of all, I’m sorry for the way I repeated nice. I didn’t intend to come off as disapproving or upset with you, in any way, but I did and it hurt you. And I’m very sorry for that, Zo.”

A tear slid silently down her cheek, but she met his gaze. In her eyes was a softness and a gratitude that words couldn’t have expressed, so he didn’t need her to respond. His heart ached at her tender expression.

“Second, we don’t have to get into the details of it now, but if you are feeling all of those ways, you can tell me,” Max continued. Zoey’s lips pulled downward, but he continued, “I know you think you aren’t good with words, but I just want you to know that I’ll listen. Like I said last night, Zo, this is a judgement-free zone. Me and you. If you need time to think things through, you know I’ll give it to you. If you want to write it down instead of say it out loud, that’s more than okay. It can’t be easy to keep everything bottled up inside all the time. Let me share some of that burden with you, okay?”

For a moment, Zoey just held his gaze. Her eyes flittered back and forth between his, trying to read him. He poured all of his love into his gaze, hoping she’d find what she was looking for and trust him.

“Okay,” she whispered with a nod. For a moment that was all she said, even though her mouth opened a few times like she wanted to say something else. Eventually she added, “I just need to process for a moment.”

Max nodded in understanding and pressed a kiss to each of her hands. Then he released her hands, so he could sit next to her on the bed. He rested his hands on his knees, determined to behave himself while she took a minute to understand her own emotions. 

This was something he could do. He could reassure her when she got overwhelmed and sit beside her patiently while she processed what she wanted to say. This was much, much better than being shut out entirely.

They sat for a few minutes in silence. At some point, Zoey leaned her head on Max’s arm, her temple resting just below the curve of his shoulder. He wanted to put his arm around her and draw her close, but she had needed a moment, so he let her set their pace.

Before long, he felt his fingers start to tingle. Then his hand. Slowly, the feeling spread up his arm. The pressure of Zoey’s head, which was evidently cutting off blood flow somehow, was making his arm fall asleep. Still, he sat without moving. This was too precious of a moment to disturb.

Finally, Zoey let out a sigh and straightened herself. It took all of Max’s willpower not to begin rubbing feeling back into his arm, but he was determined not to make her feel any worse than she already did.

“Everything’s extra overwhelming lately,” Zoey mumbled, wiping under her eyes with her sweater sleeve. It was stained black with makeup when she pulled it away from her face, resulting in another sigh. 

Max clasped his hands together, overtly trying to massage his palm to take away from the feeling of pins-and-needles. “That’s more than understandable, Zo.”

“The dance was perfect, Max,” she mumbled, her words barely audible as she turned her head to face away from him. “Except that it wasn’t real, at all. And I snapped at you, because I was frustrated with myself.”

Max’s ministrations on his palm stopped. He sat still as a stone, as if even a breath might fracture this moment.

Zoey breathed deeply and turned to face him. “Frustrated with myself, because I’m the only reason the dance wasn’t real. I’m the only reason nothing has happened between us. And if I would just let you, you would hold me like I wish you would. And it’s crazy! It’s insane; I know you think so, too. Why are you fighting it, Zoey, if you want it to happen so badly? It’s like my lungs are screaming out for oxygen and I’m too stubborn to breathe. Why am I like this?”

Max’s eyes widen as her volume increases. He had no idea that all of this was going on inside that brilliant mind of hers. No wonder she’s been extra stressed lately. It hurt him to think he was involved in her anxiety or pain in any way.

What would it take to break down that last wall?

Max shakes his head at his own thought. Zoey isn’t something to conquer. He didn’t want to break down her walls. He wanted to be worthy of being let past those walls. He wanted her to choose to let him in.

“I don’t have any answers for you, Zo,” he whispered after a few moments of silence between them. Fear was in her eyes, so he gently cupped her cheek to show her he was still on her side.   
Her eyes slid closed and she leaned into his palm. It felt like the whole world was in his hands when she trusted him like this.

“This is enough,” she whispered back and his heart melted.

Max wet his lips nervously at the thought that popped into his brain. He stared at her softened features, wrestling with himself. Finally, he asked, “Would it help if the dance was real?”  
Zoey’s eyes shot open with a gasp. In the moment their eyes connected, he saw hope and anticipation flash in hers. He smiled nervously at her, while she deliberated with her mouth slightly agape.

A blush started to spread across her cheeks suddenly and she rose from the bed. Max stayed where he was, letting his hand drop to his lap. He was nervous that he had gone too far, crossed the line, officially ruined the good thing they had going.

Zoey fiddled with her phone for a moment, glancing over at him nervously.

Music started playing. Max tilted his head, his eyes darting to the side as he tried to place the familiar notes.

His eyes shot back to her in recognition.

She was playing Can’t Take My Eyes Off of You. The song they had danced to.

**Notes for the Chapter:**

> again, it's so hard to write vulnerable Zoey. I know it doesn't sound like the real her whenever she talks about emotions so i'm sorry for that! I guess this fic-Zoey is partially cannon and partially an OC 
> 
> Let me know what you think!


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